Bylaws

 THE BYLAWS OF COMMUNITY FOR PITTSBURGH ULTIMATE 

Section 1. Name. The organization will be known as Community for Pittsburgh Ultimate, hereinafter referred to as "CPU".

Section 2. Principal and Registered Office. For purposes of incorporating CPU as a nonprofit corporation, the initial principal office and registered office of CPU shall be 6946 Meade Street, Pittsburgh, Pennsylvania 15208, and thereafter shall be as determined from time to time by the Board of Directors.

Section 1. General Purposes. The purposes for which CPU was organized, and may be incorporated under the Pennsylvania Nonprofit Corporation Law (the .Nonprofit Corporation Law.), and the business and objects to be carried on and promoted by it, are as follows:

CPU is organized and operated exclusively to foster national or international amateur sports competition within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the .Code.) (or the corresponding provision of any future United States Internal Revenue Law).

To accomplish such purposes, CPU is empowered to perform all other things and acts and exercise all other powers, rights and privileges which a nonprofit corporation may now or hereafter be organized or authorized to do or exercise under the Pennsylvania Nonprofit Corporation Law, as amended (the .Pennsylvania Nonprofit Corporation Law.) provided that CPU shall not possess or exercise any power or authority that will prevent it at any time from qualifying and continuing to qualify as a corporation described in Section 501 (c)(3) of the Code, nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification or its qualification as an organization to which contributions are deductible under the Code.

No part of the assets, income, or profit of CPU shall inure to the benefit of any Director of CPU, Officer of CPU, or any private individual. No substantial part of the activities of CPU shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as permitted by Section 501(h) of the Code and by any corresponding laws of the Commonwealth of Pennsylvania), and CPU shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 2. Primary Purposes. To the extent that they do not conflict with the general purpose set forth above, the specific and primary purposes of CPU are as follows:

a. The primary purpose of CPU is to foster national or international amateur sports competition through the establishment and organization of leagues, activities and tournaments that promote growth of the sport of Ultimate, including, but not limited to, tournaments, leagues, educational programs, fund raising activities, exhibition events and social events.

b. To operate without pecuniary profit or financial gain in fulfilling these purposes.

Section 3. Powers. CPU shall have all powers now or hereafter conferred by the laws of the Commonwealth of Pennsylvania, of the United States of America, or of any other jurisdiction, to the extent they may lawfully be exercised by an organization or corporation organized under the Nonprofit Corporation Law.

Nothing herein contained shall limit CPU's power to undertake or carry on any of the activities permitted to be carried on under the Nonprofit Corporation Law; except that, notwithstanding any other provision of these Bylaws, CPU shall not carry on any activities forbidden to be carried on: (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code, or (b) by a corporation when contributions to it are deductible for Federal income tax purposes under Section 170(c)(2) of the Code.

Section 1. Number. The Board of Directors shall consist of five (5) persons elected from CPU members in good standing. If the number of Directors is decreased, each Director in office shall serve until his or her term expires. Any increase in the number of the Directors shall be deemed to create vacancies to be filled in the manner provided by these Bylaws. A Director must be a resident of the Commonwealth of Pennsylvania.

Section 2. Compensation. It shall be the policy of the CPU that a majority of the Board of Directors shall not receive any form of compensation. All conflicts of interest of Directors must be disclosed in advance, and the person concerned prohibited on voting on such matters. Directors shall be entitled to receive reimbursement for reasonable travel costs and expenses incurred in attending regular or special meetings of the Board of Directors, as authorized by the Board of Directors.

Section 3. Election. All Directors must be members of CPU in good standing. Directors shall be elected by a majority vote of CPU members in good standing in accordance with the notice provision of these Bylaws and in accordance with the terms of Sections 4 and Section 9 of this Article, provided, however, that in the case of a vacancy, the procedures of Section 5 of this Article shall be followed. Each Director shall hold office until his or her respective successor shall have been duly elected and qualified.

Section 4. Term of Office. The term of office of each Director shall be two (2) years or until a successor shall have been duly elected and qualified.

Section 5. Vacancies. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors shall be filled by a majority vote of CPU members in good standing at a meeting called in accordance with the notice provision of these Bylaws. Any Director so elected shall hold office until his or her successor shall have been duly elected and qualified, except in the case of death, resignation, or removal from office.

Section 6. Duties and Powers. Except as otherwise provided by statute and the Articles of Incorporation (in the case of incorporation) or these Bylaws, all the powers of CPU shall be vested in and exercised by the Board of Directors. The Board of Directors shall have general charge and management of the affairs, funds and property of CPU. All such powers shall be exercised by the affirmative vote of the Directors at a meeting of the Board of Directors, in accordance with the notice provision of these Bylaws; in absence of such notice, by a majority vote of the Directors then in office.

Section 7. Removal. A Director may be removed only by a majority vote of CPU members in good standing. Only a CPU member in good standing may initiate the removal of a Director and are required to deliver written notice (which may be by electronic means) to the Board of Directors stating the specific reason(s) for initiating the removal and requesting that the Board of Directors call a meeting of the CPU membership for the purpose of voting upon such request for removal.

Section 8. Meetings of the Board of Directors and Notice. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the Commonwealth of Pennsylvania, at such time and place as shall be determined from time to time by resolution of the Board of Directors. Written notice (which may be in the form of postmarked letter, facsimile or electronic mail message) of such meetings shall be given at least five (5) days prior to the meeting to each Director in office and shall set forth such matters that are to be determined at the meeting. In the case of incorporation, Annual Meetings (the "Annual Meeting") of the Board of Directors shall be held during the month of November in each year, for the purpose of transacting such other business as may properly be brought before such meeting. Notice of a meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting (whether prior thereto or at the commencement thereof) the lack of such notice. Unless otherwise provided by statute or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Whenever written notice is served by mail, it shall be addressed to the Director at his or her address as it appears on the records of CPU. Service of notice by mail shall be deemed to be given at the time said notice is deposited, enclosed in a postpaid and properly addressed wrapper, in official depository under the exclusive care and custody of the United States Postal Service.

Section 9. Quorum and Manner of Acting. The presence of a majority of Directors in office, by person or by proxy, shall constitute a quorum. A majority of those present at any meeting at which a quorum is not present may adjourn the meeting from time to time, without notice, other than announcement at the meeting, until a quorum shall be present.

Section 10. Telephone or Electronic Meetings. The Directors may participate in and hold a meeting (including an Annual or Special meeting) of the Board of Directors or any committee thereof by means of conference telephone, electronic mail or similar communications equipment, provided that all persons participating in the meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transacting of any business on the ground that the meeting is not lawfully convened.

Section 1. Vote. Each Director shall be entitled to one vote. Voting may take place by means of electronic or U.S. Mail.

Section 2. Board Issues. An affirmative vote of a majority of Directors then present and voting shall be required to authorize all contracts, leases or obligations and unbudgeted expenditures of over Three Hundred Dollars ($300.00).

Section 3. Board Major Issues. An affirmative vote of a majority of the Directors then in office shall be required to authorize the following actions (.Board Major Issues.):

(a) Approval of CPU budgets, including but not limited to the Summer League budget;

(b) Approval of an unbudgeted transaction by an Officer in excess of Two Hundred Dollars ($200.00);

(c) Approval of any unbudgeted transaction by an Officer which, when aggregated with all other transactions executed by the same Officer in that calendar month, would make an aggregate transactions total more than Three Hundred Dollars ($300.00) per month;

(d) Approval of any transaction which exceeds the budgeted amount by an excess of Two Hundred Dollars ($200.00);

(e) Recommendations to the members concerning the issues outlined in Article VII, Section 7 below;

(f) Removal of an Officer pursuant to Article VI, Section 2 below.

Section 4. Deadlock. If the Board of Directors is deadlocked on a Board Major Issue, then the matter shall be referred to, and considered by, the members for resolution if possible. Any action on deadlocked items shall require the approval of members as set forth herein.

Section 5. Action Without a Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the Directors and shall be filed with the Secretary of CPU.

Section 6. Minutes. Minutes of the meetings of the Board of Directors shall be recorded and kept in the CPU minute book.

Section 1. Number. The Officers of CPU shall consist of a President, Vice President, Secretary and Treasurer and such other Officers with such powers and duties not inconsistent with these Bylaws as may be determined necessary by the Board of Directors.

Section 2. Election and Term of Office. The President, Vice President and Secretary must be members of the Board of Directors and shall be appointed by the Board of Directors from the candidates elected by the CPU general membership in good standing. The Treasurer shall be elected independently by the Board of Directors and need not be a member of the Board of Directors. Officers shall serve for a term of one year, subject, however, to removal by the Board of Directors at any time, and shall hold office until their successors are elected. Removal of an Officer is a Major Board Issue pursuant to Article V, Section 3 above. Officers may be re-appointed by the Board of Directors (subject to the approval of the CPU general membership in good standing) and may serve an unlimited number of terms.

Section 3. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay, at its Annual Meeting, or at a regular meeting, or at a meeting specifically called for that purpose.

Section 4. Compensation of Officers. No Officer of CPU shall receive any salary or compensation.

Section 5. Duties of Officers. The duties and powers of the Officers of CPU shall be as follows unless further defined by resolution of the Board of Directors.

President: The President shall preside over all meetings of members and Directors and shall execute in the name of and for CPU, all papers and documents of CPU subject to the approval of the Directors.

Vice President: The Vice President shall assist the President in executing his/her duties and in the absence or inability of the President, do and perform the duties of the President.

Secretary: The Secretary shall attend all meetings of the Board of Directors and supervise the recording of the proceedings of the meetings of the Board of Directors in a minute book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, by statute, or by these Bylaws, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Treasurer: The Treasurer shall have custody of the CPU funds and shall supervise the maintenance of full and accurate accounts of receipts and disbursements in books belonging to the Fund and the deposit of all monies and other valuable effects in the name and to the credit of CPU in such depositories as may be designated by the Board of Directors. The Treasurer shall supervise the disbursements of funds of CPU as may be ordered by the Board of Directors or the President or other officials duly empowered by the Board and Board approved budgets, taking proper voucher for such disbursements, and shall be prepared to render to the Board of Directors whenever the Board of Directors so requires, an account of all the corporate transactions and of the general financial condition of CPU.

The Directors may delegate any Officer.s powers and authority to another Officer, and may suspend an Officer.s powers and authority. Suspension of an Officer.s powers and authority is a Board Major Issue pursuant to Article V, Section 3 above.

Section 1. Generally. CPU may not be incorporated on a stock basis. Registration and payment of the membership fee as determined from time to time by the Board of Directors will designate membership in CPU. Members shall not be entitled to any portion of the earnings or assets of CPU. Fully registered and paid participants of any CPU owned or affiliated recreational league are entitled to automatic membership in CPU. Persons who are not participants of said leagues may obtain voting membership in CPU by registration and payment of an annual fee in an amount determined by the CPU board not less than $10.

Section 2. Annual Meeting. In the case of incorporation, an annual meeting of the members shall be held each year on such day and at such time as the Board of Directors shall so fix for the election of Directors for the ensuing year and the transaction of such other business as may be properly brought before the meeting. Such meeting may occur via the posting of electronic mail notice in accordance with the provisions of Section 4 of this Article.

Section 3. Other Meetings. All meetings of the members shall be held at such time and at such place as shall be designated by the Board of Directors and stated in the notice of meeting or in a duly executed waiver or notice thereof.

Meetings of the members for any purpose or purposes may be called at any time by the Board of Directors or by any individual Director thereof or by a petition of 30% of the members in good standing. Upon receipt of any written request from a source authorized to call such meeting, it shall be the duty of the Secretary to call a special meeting of the members pursuant to this Article within thirty (30) days of the receipt of the request. If the Secretary shall neglect or refuse to issue the calls, the person or persons making the request may issue the calls. Business transacted at all meetings of members shall be limited to the purpose or purposes stated in the notice; except that additional items, if presented to the Board 7 days prior to the meeting, may be acted upon at the discretion of the Board.

Section 4. Notice. Written notice (which may be through electronic mail means) of every meeting of the members, specifying the date, time and place of the meeting, shall be made at least ten (10) days prior to each member by sending a copy thereof by regular mail, electronic mail, express mail, postage prepaid, telegram or courier service, charges prepaid, or by facsimile to the member.s address or facsimile number appearing on the books of CPU. The general nature of the business of the meeting may be specified, and shall be specified in the case of special meetings or when required by the Pennsylvania Nonprofit Corporation Law.

Section 5. Quorum. The presence of members holding at least forty (40%) of the membership in good standing entitled to vote shall be requisite and shall constitute a quorum for the purpose of considering such matters. In the case of incorporation, the members participating in a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of a member to leave less than a quorum. If a meeting of members cannot be organized because a quorum has not attended, the members present shall have the power, except as otherwise provided in the Pennsylvania Nonprofit Corporation Law, to adjourn the meeting to such time and place as they may determine.

Section 6. General Voting. Each member shall be entitled to one vote. Every member entitled to vote at a meeting of members, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person to act for him or her by proxy. Each proxy shall be executed in writing by the member, or by his or her duly authorized attorney in fact, and shall be filed with the Secretary. Voting may take place by means of electronic or U.S. Mail.

Section 7. Actions requiring a Supermajority. Approval of sixty-seven percent (67%) of all members shall be required to authorize the following matters:

(a) dissolution of CPU;

(b) upon incorporation, any amendment of CPU.s charter.

Section 8. Other Matters. For all other matters submitted to members for a vote including issues where the Board is deadlocked, the affirmative vote of a majority of votes present at the meeting shall be required.

Section 9. Recording of Action by Members. Minutes of any meeting of the members at which any action is taken on behalf of CPU shall be filed with the Secretary.

Any action which may be taken by the members may be taken without a meeting by reason of a consent or consents in writing, setting forth the action so taken, which consent or consents shall be signed on behalf of all the members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary.

In the case of incorporation, CPU may be dissolved by a majority vote of membership in good standing. No Director or Officer of CPU, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of CPU. Upon dissolution of CPU or the winding up of its affairs, the assets of CPU shall be distributed exclusively to organizations which would then qualify under the provisions of Section 501(c)(3) of the Code, or shall be distributed to the federal, state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of CPU is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

The power to make, alter, end or repeal the Bylaws of CPU shall be vested in the CPU membership in good standing. These Bylaws may be amended or revised at any regular, special or Annual Meeting of the membership by a majority vote of the membership in good standing, provided that notice of the substance of the proposed amendments or revisions is contained in the notice for such meeting.

Section 1. Limitation of Liability. To the fullest extent permitted by Pennsylvania law now in effect and as amended from time to time, a Director shall note be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the Director has breached or failed to perform the duties of his or her office under Chapter 57, Subchapter B of the Pennsylvania Nonprofit Corporation Law, or any successor provision thereto, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a Directors pursuant to any criminal statute or the liability of a Director for payment of taxes pursuant to local, state or federal law.

Section 2. Indemnification. CPU shall indemnify any Officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including action by or in the right of CPU) by reason of the fact that he or she is or was serving at the request of CPU as an

Officer or Director. Indemnification pursuant to this Article IX, Section 2 shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Expenses incurred by a Director or Officer purportedly indemnified by this Article IX, Section 2 in defending a civil or criminal action, suit or proceeding may be paid by CPU in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she in not entitled to be indemnified by CPU. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX, Section 2 shall continue as to a person who has ceased to be a Director or Officer of CPU and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 3. Miscellaneous. Each Director and Officer of CPU shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of Directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of CPU and shall inure to the benefit of the heirs, executors and administrators of such person. Indemnification and advancement of expenses under this Article shall be provided whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of CPU. Any repeal or modification of this Article by the Board of Directors of CPU shall not adversely affect any right or protection existing at the time of such appeal or modification to which any person may be entitled under this Article.

Section 4. Procedure for Effecting Indemnification. Unless ordered by a court, any indemnification under this Article or under the laws of the Commonwealth of Pennsylvania shall be made only following a determination that the indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct. Such determination shall be made:

(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not party to the action or proceeding; or

(b) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Section 5. Insurance. CPU may purchase and maintain insurance on behalf of any person who is or was a Director or Officer, employee, or agent of CPU, or is or was serving at the request of CPU as a director, officer, employee or agent of another corporation, ownership, joint venture, trust or other enterprise against liability asserted against his or her and incurred by him or her in any such capacity or arising out of his statutes as such, whether or not CPU would have the power to indemnify him or her against liability under the provisions of this Section or under the applicable provisions of Pennsylvania law.

Section 1. Agents and Representatives. The Board of Directors may appoint such agents and representatives of CPU with the powers to perform such acts or duties on behalf of CPU as the Board of Directors may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law.

Section 2. Contracts. The Board of Directors may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of CPU, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors or by these Bylaws, no Officer, agent or employee shall have any power or authority to bind CPU by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose in any amount. In no event may any Officer, Director, agent or employee enter into an agreement on behalf of the CPU when said agreement involves the CPU's expenditure or receipt of an amount in excess of Five Hundred Dollars ($500.00) without the express authorization of the Board of Directors.

Section 3. Fiscal Year. The fiscal year of CPU shall end on the last day of December in each year.

Section 4. Seal. CPU shall not be required to have a corporate seal.

Section 5. Usage of Terms. Any words or terms used herein the singular shall be read as if written in the plural, or vice versa, when appropriate. Words of masculine, feminine, or neuter import shall be read as if written in the neuter or masculine or feminine when appropriate.

Section 6. Governing Law. CPU shall be governed by the laws of the Commonwealth of Pennsylvania, as amended from time to time.

Section 7. Nondiscrimination. CPU shall not discriminate against any individual on the basis of race, color, creed, religion or national origin, or sexual preference.

Section 8. Other Policies and Procedures. Policies and procedures not otherwise provided for in these Bylaws may be adopted by the Board of Directors.